RESTATED

CERTIFICATE OF INCORPORATION
OF
CITIGROUP INC.

[As amended May 6, 2011]


Citigroup Inc., a corporation organized and existing under the laws of the State of Delaware,
hereby certifies as follows:

The name of the corporation is Citigroup Inc. (hereinafter the Corporation) and the date of
filing of its original Certificate of Incorporation with the Delaware Secretary of State is March 8,
1988. The name under which the Corporation filed its Certificate of Incorporation is Commercial
Credit Group, Inc. A Restated Certificate of Incorporation, which restated and integrated, but did
not further amend, the Certificate of Incorporation as amended or supplemented theretofore, was
filed with the Delaware Secretary of State on December 11, 1998.

The text of the Restated Certificate of Incorporation as amended or supplemented heretofore
is hereby restated and integrated, but not amended, to read as herein set forth in full and there is no
discrepancy between the provisions of the Restated Certificate of Incorporation as so amended or
supplemented and the provisions of this Restated Certificate of Incorporation. Following the
effective time of this Restated Certificate of Incorporation, all references hereinafter to Certificate
of Incorporation shall refer to this Restated Certificate of Incorporation.


FIRST: The name of the Corporation is:

Citigroup Inc.

SECOND: The registered office of the Corporation is to be located at the Corporation
Trust Center, 1209 Orange Street, in the City of Wilmington, in the county of New Castle, in the
State of Delaware. The name of its registered agent at that address is The Corporation Trust
Company.

THIRD: The purpose of the Corporation is:

To engage in any lawful act or activity for which corporations may be
organized under the General Corporation Law of Delaware.

FOURTH: A. The total number of shares of all classes of stock which the
Corporation shall have authority to issue is Six Billion Thirty Million (6,030,000,000). The total
number of shares of Common Stock which the Corporation shall have authority to issue is Six
Billion (6,000,000,000) shares of Common Stock having a par value of one cent ($.01) per share.
The total number of shares of Preferred Stock which the Corporation shall have the authority to
issue is Thirty Million (30,000,000) shares having a par value of one dollar ($1.00) per share.

B. The Board of Directors is authorized, subject to limitations prescribed by law and
the provisions of this Article FOURTH, to provide for the issuance of the shares of Preferred Stock
in series, and by filing a certificate pursuant to the applicable law of the State of Delaware, to
establish from time to time the number of shares to be included in each such series, and to fix the
designation, powers, preferences and rights of the shares of each such series and the qualifications,
limitations or restrictions thereof. The authority of the Board of Directors with respect to each
series shall include, but not be limited to, determination of the following:

(i) The number of shares constituting that series and the
distinctive designation of that series;

(ii) The dividend rate on the shares of that series, whether
dividends shall be cumulative, and, if so, from which date or dates, and the relative rights of
priority, if any, of payment of dividends on shares of that series;

(iii) Whether that series shall have voting rights, in addition to the
voting rights provided by law, and, if so, the terms of such voting rights;

(iv) Whether that series shall have conversion or exchange
privileges, and, if so, the terms and conditions of such conversion or exchange, including
provision for adjustment of the conversion or exchange rate in such events as the Board of
Directors shall determine;

(v) Whether or not the shares of that series shall be redeemable,
and, if so, the terms and conditions of such redemption, including the manner of selecting
shares for redemption if less than all shares are to be redeemed, the date or dates upon or
after which they shall be redeemable, and the amount per share payable in case of
redemption, which amount may vary under different conditions and at different redemption
dates;

(vi) Whether that series shall have a sinking fund for the
redemption or purchase of shares of that series, and, if so, the terms and amount of such
sinking fund;

(vii) The right of the shares of that series to the benefit of
conditions and restrictions upon the creation of indebtedness of the Corporation or any
subsidiary, upon the issue of any additional stock (including additional shares of such series
or any other series) and upon the payment of dividends or the making of other distributions
on, and the purchase, redemption or other acquisition by the Corporation or any subsidiary
of any outstanding stock of the Corporation;

(viii) The rights of the shares of that series in the event of
voluntary or involuntary liquidation, dissolution or winding up of the Corporation, and the
relative rights of priority, if any, of payment of shares of that series; and


(ix) Any other relative, participating, optional or other special
rights, qualifications, limitations or restrictions of that series.

C. Dividends on outstanding shares of Preferred Stock shall be paid, or declared and set
apart for payment, before any dividends shall be paid or declared and set apart for payment on
outstanding shares of Common Stock. If upon any voluntary or involuntary liquidation, dissolution
or winding up of the Corporation, the assets available for distribution to holders of shares of
Preferred Stock of all series shall be insufficient to pay such holders the full preferential amount to
which they are entitled, then such assets shall be distributed ratably among the shares of all series of
Preferred Stock in accordance with the respective preferential amounts (including unpaid
cumulative dividends, if any) payable with respect thereto.

D. Shares of any series of Preferred Stock which have been redeemed (whether through
the operation of a sinking fund or otherwise) or which, if convertible or exchangeable, have been
converted into or exchanged for shares of stock of any other class or classes shall have the status of
authorized and unissued shares of Preferred Stock of the same series and may be reissued as a part
of the series of which they were originally a part or may be reclassified and reissued as part of a new
series of Preferred Stock to be created by resolution or resolutions of the Board of Directors or as
part of any other series of Preferred Stock, all subject to the conditions and the restrictions on
issuance set forth in the resolution or resolutions adopted by the Board of Directors providing for
the issue of any series of Preferred Stock.

E. Subject to the provisions of any applicable law or except as otherwise provided by
the resolution or resolutions providing for the issue of any series of Preferred Stock, the holders
of outstanding shares of Common Stock shall exclusively possess voting power for the election
of directors and for all other purposes; each holder of record of shares of Common Stock being
entitled to one vote for each share of Common Stock standing in his name on the books of the
Corporation; provided, however, that, except as otherwise required by law, holders of Common
Stock shall not be entitled to vote on any amendment to this Certificate of Incorporation
(including any certificate relating to shares of Preferred Stock contemplated or authorized by
Section B or Section J of this Article FOURTH) that relates solely to the terms of one or more
outstanding series of Preferred Stock if the holders of such affected series are entitled, either
separately or together as a class with the holders of one or more other such series, to vote thereon
pursuant to this Restated Certificate of Incorporation (including any certificate relating to shares
of Preferred Stock contemplated or authorized by Section B or Section J of this Article
FOURTH).

F. Except as otherwise provided by the resolution or resolutions providing for the issue
of any series of Preferred Stock, after payment shall have been made to the holders of Preferred
Stock of the full amount of dividends to which they shall be entitled pursuant to the resolution or
resolutions providing for the issue of any series of Preferred Stock, the holders of Common Stock
shall be entitled, to the exclusion of the holders of Preferred Stock of any and all series, to receive
such dividends as from time to time may be declared by the Board of Directors.


G. Except as otherwise provided by the resolution or resolutions providing for the issue
of any series of Preferred Stock, in the event of any liquidation, dissolution or winding up of the
Corporation, whether voluntary or involuntary, after payment shall have been made to the holders of
Preferred Stock of the full amount to which they shall be entitled pursuant to the resolution or
resolutions providing for the issue of any series of Preferred Stock, the holders of Common Stock
shall be entitled, to the exclusion of the holders of Preferred Stock of any and all series, to share
ratably according to the number of shares of Common Stock held by them, in all remaining assets of
the Corporation available for distribution.

H. The issuance of any shares of Common Stock or Preferred Stock authorized
hereunder and any other actions permitted to be taken by the Board of Directors pursuant to this
Article FOURTH must be authorized by the affirmative vote of at least sixty-six and two-thirds
percent (66 2/3%) of the entire Board of Directors or by a committee of the Board of Directors
constituted by the affirmative vote of at least sixty-six and two-thirds percent (66 2/3%) of the entire
Board of Directors.

I. Notwithstanding any other provision of this Certificate of Incorporation, the
affirmative vote of the holders of at least a majority of the voting power of the outstanding shares
entitled to vote thereon shall be required to amend, alter, change or repeal, or adopt any
provision as part of this Certificate of Incorporation inconsistent with the purpose and intent of,
Section B through I of this Article FOURTH.

J. Pursuant to the authority conferred by this Article FOURTH, the following series of
Preferred Stock are hereby provided for, with the number of shares to be included in each such
series, and the designation, powers, preference and rights, and qualifications, limitations or
restrictions thereof fixed as stated and expressed with respect to each such series in the respective
exhibit attached hereto as specified below and incorporated herein by reference:


Exhibit I 8.125% Non-Cumulative Preferred Stock, Series AA
Exhibit II 8.40% Fixed Rate / Floating Rate Non-Cumulative
Preferred Stock, Series E
Exhibit III 8.50% Non-Cumulative Preferred Stock, Series F
Exhibit IV Series R Participating Cumulative Preferred Stock
Exhibit V 6.5% Non-Cumulative Convertible Preferred Stock,
Series T

FIFTH: The Directors need not be elected by written ballot unless and to the extent
the By-Laws so require.

SIXTH: The books and records of the Corporation may be kept (subject to any
mandatory requirement of law) outside the State of Delaware at such place or places as may be
determined from time to time by or pursuant to authority granted by the Board of Directors or by the
By-Laws.


SEVENTH: The business and affairs of the Corporation shall be managed by or under
the direction of a Board of Directors, the exact number of directors to be determined from time to
time by resolution adopted by affirmative vote of a majority of the entire Board of Directors. At
each annual meeting, each director shall be elected for a one-year term. A director shall hold
office until the annual meeting held the year in which his or her term expires and until his or her
successor shall be elected and shall qualify, subject, however, to prior death, resignation,
retirement, disqualification or removal from office. Any vacancy on the Board of Directors that
results from an increase in the number of directors may be filled by a majority of the Board of
Directors then in office, provided that a quorum is present, and any other vacancy occurring in
the Board of Directors may be filled by a majority of the directors then in office, even if less than
a quorum, or a sole remaining director. Any director elected to fill a vacancy not resulting from
an increase in the number of directors shall have the same remaining term as that of his or her
predecessor. Notwithstanding the foregoing, whenever the holders of any one or more classes or
series of Preferred Stock issued by the Corporation shall have the right, voting separately by
class or series, to elect directors at an annual or special meeting of stockholders, the election,
term of office, filling of vacancies and other features of such directorships shall be governed by
the terms of this Restated Certificate of Incorporation applicable thereto.

EIGHTH: A. In addition to any affirmative vote required by law or this
Certificate of Incorporation or the By-Laws of the Corporation, and except as otherwise
expressly provided in Section B of this Article EIGHTH, a Business Combination (as hereinafter
defined) shall require the affirmative vote of not less than a majority of the votes cast
affirmatively and negatively by the holders of Voting Stock (as hereinafter defined), voting
together as a single class. Such affirmative vote shall be required notwithstanding the fact that no
vote may be required, or that a lesser percentage or separate class vote may be specified, by law
or in any agreement with any national securities exchange or otherwise.

B. The provisions of Section A of this Article EIGHTH shall not be applicable to any
particular Business Combination, and such Business Combination shall require only such
affirmative vote, if any, as is required by law or by any other provision of this Certificate of
Incorporation or the By-Laws of the Corporation or otherwise, if all of the conditions specified in
either of the following Paragraphs 1 or 2 are met; provided, however, that in the case of a Business
Combination that does not involve the payment of consideration to the holders of the Corporations
outstanding Capital Stock (as hereinafter defined), then the provisions of Section A of this Article
EIGHTH must be satisfied unless the conditions specified in the following Paragraph 1 are met:

1. The Business Combination shall have been approved (and such approval not
subsequently rescinded) by a majority of the Continuing Directors (as hereinafter defined),
either specifically or as a transaction which is within an approved category of transactions
with an Interested Stockholder. Such approval may be given prior to or subsequent to the
acquisition of, or announcement or public disclosure of the intention to acquire, beneficial
ownership of the Voting Stock that caused the Interested Stockholder to become an
Interested Stockholder; provided, however, that approval shall be effective for the purposes
of this Paragraph 1 only if obtained at a meeting at which a Continuing Director Quorum (as
hereinafter defined) was present; and provided further, that such approval may be rescinded
by a majority of the Continuing Directors at any meeting at which a Continuing Director
Quorum is present and which is held prior to consummation of the proposed Business
Combination.

2. All of the following conditions, if applicable, shall have been met:

The aggregate amount of cash and the Fair Market Value (as hereinafter defined), as
of the date of the consummation of the Business Combination (the Consummation Date),
of consideration other than cash to be received per share by holders of shares of any class or
series of outstanding Capital Stock in such Business Combination shall be at least equal to
the amount determined, as applicable, under Paragraph 2(a) or 2(b) below:

(a) if the Fair Market Value per share of such class or
series of Capital Stock on the date of the first public announcement of the
proposed Business Combination (the Announcement Date) is less than the Fair
Market Value per share of such class or series of Capital Stock on the date on
which the Interested Stockholder became an Interested Stockholder (the
Determination Date), an amount (the Premium Capital Stock Price) equal to
the sum of (i) the Fair Market Value per share of such class or series of Capital
Stock on the Announcement Date plus (ii) the product of the Fair Market Value
per share of such class or series of Capital Stock on the Announcement Date
multiplied by the highest percentage premium over the closing sale price per
share of such class or series of Capital Stock paid on any day by or on behalf of
the Interested Stockholder for any share of such class or series of Capital Stock in
connection with the acquisition by the Interested Stockholder of beneficial
ownership of shares of such class or series of Capital Stock within the two-year
period immediately prior to the Announcement Date or in the transaction in which
it became an Interested Stockholder; provided, however, that if the Premium
Capital Stock Price as determined above is greater than the highest per share price
paid by or on behalf of the Interested Stockholder for any share of such class or
series of Capital Stock in connection with the acquisition by the Interested
Stockholder of beneficial ownership of shares of such class or series of Capital
Stock within the two-year period immediately prior to the Announcement Date,
the amount required under this Paragraph 2(a) shall be the higher of (A) such
highest price paid by or on behalf of the Interested Stockholder, and (B) the Fair
Market Value per share of such class or series of Capital Stock on the
Announcement Date (the Fair Market Value and other prices per share of such
class or series of Capital Stock referred to in this Paragraph 2(a) shall be in each
case appropriately adjusted for any subsequent stock split, stock dividend,
subdivision or reclassification with respect to such class or series of Capital
Stock); or


(b) if the Fair Market Value per share of such class or
series of Capital Stock on the Announcement Date is greater than or equal to the
Fair Market Value per share of such class or series of Capital Stock on the
Determination Date, in each case as appropriately adjusted for any subsequent
stock split, stock dividend, subdivision or reclassification with respect to such
class or series of Capital Stock, a price per share equal to the Fair Market Value
per share of such class or series of Capital Stock on the Announcement Date.

The provisions of this Paragraph 2 shall be required to be met with respect to every
class or series of outstanding Capital Stock which is the subject of the Business Combination
whether or not the Interested Stockholder has previously acquired beneficial ownership of any
shares of a particular class or series of Capital Stock.

(c) After the Determination Date and prior to the
Consummation Date of such Business Combination: (i) except as approved by a
majority of the Continuing Directors at a meeting at which a Continuing Director
Quorum is present, there shall have been no failure to declare and pay at the
regular date therefor any full quarterly dividends (whether or not cumulative)
payable in accordance with the terms of any outstanding Capital Stock; (ii) there
shall have been an increase in the annual rate of dividends paid on the Common
Stock as necessary to reflect any reclassification (including any reverse stock
split), recapitalization, reorganization or any similar transaction that has the effect
of reducing the number of outstanding shares of Common Stock, unless the
failure so to increase such annual rate is approved by a majority of the Continuing
Directors at a meeting at which a Continuing Director Quorum is present; and (iii)
such Interested Stockholder shall not have become the beneficial owner of any
additional shares of Capital Stock except as part of the transaction that results in
such Interested Stockholders becoming an Interested Stockholder and except in a
transaction that, after giving effect thereto, would not result in any increase in the
Interested Stockholders percentage beneficial ownership of any class or series of
Capital Stock.

(d) After the Determination Date, such Interested
Stockholder shall not have received the benefit, directly or indirectly (except
proportionately as a stockholder of the Corporation), of any loans, advances,
guarantees, pledges or other financial assistance or any tax credits or other tax
advantages provided by the Corporation, whether in anticipation of or in
connection with such Business Combination or otherwise.

(e) A proxy or information statement describing the
proposed Business Combination and complying with the requirements of the
Securities Exchange Act of 1934 and the rules and regulations thereunder (the
Act) (or any subsequent provisions replacing such Act, rules or regulations),
shall be mailed to all stockholders of the Corporation at least 30 days prior to the
consummation of such Business Combination (whether or not such proxy or
information statement is required to be mailed pursuant to such Act or subsequent
provisions). The proxy or information statement shall contain on the first page
thereof, in a prominent place, any statement as to the advisability (or
inadvisability) of the Business Combination that the Continuing Directors, or any
of them, may choose to make and, if deemed advisable by a majority of the
Continuing Directors, the opinion of an investment banking firm selected by a
majority of the Continuing Directors as to the fairness (or not) of the terms of the
Business Combination from a financial point of view to the holders of the
outstanding shares of Capital Stock other than the Interested Stockholder and its
Affiliates or Associates (as hereinafter defined), such investment banking firm to
be paid a reasonable fee for its services by the Corporation.

(f) Such Interested Stockholder shall not have made any
major change in the Corporations business or equity capital structure without the
approval of at least a majority of the Continuing Directors.

C. The following definitions shall apply with respect to this Article EIGHTH:

1. The term Business Combination shall mean:

(a) any merger or consolidation of the Corporation or any
Major Subsidiary (as hereinafter defined) with, or any sale, lease, exchange,
transfer or other disposition of substantially all the assets or outstanding shares of
capital stock of the Corporation or any Major Subsidiary with or for the benefit
of, (i) any Interested Stockholder or (ii) any other company (whether or not itself
an Interested Stockholder) which is or after such merger, consolidation or sale,
lease, exchange, transfer or other disposition would be an Affiliate or Associate of
an Interested Stockholder; or

(b) any sale, lease, exchange, mortgage, pledge, transfer
or other disposition or security arrangement, investment, loan, advance,
guarantee, agreement to purchase, agreement to pay, extension of credit, joint
venture participation or other arrangement (in one transaction or a series of
transactions) with or for the benefit of any Interested Stockholder or any Affiliate
or Associate of any Interested Stockholder involving any assets, securities or
commitments of the Corporation, any Major Subsidiary or any Interested
Stockholder or any Affiliate or Associate of any Interested Stockholder having an
aggregate Fair Market Value and/or involving aggregate commitments of
Twenty-Five Million dollars ($25,000,000) or more; or

(c) any reclassification of securities (including any
reverse stock split), or recapitalization of the Corporation, or any merger or
consolidation of the Corporation with any of its Subsidiaries (as hereinafter
defined) or any other transaction (whether or not with or otherwise involving an
Interested Stockholder) that has the effect, directly or indirectly, of increasing the
proportionate share of any class or series of Capital Stock, or any securities
convertible into Capital Stock or into equity securities of any Subsidiary, that is
beneficially owned by any Interested Stockholder or any Affiliate or Associate of
any Interested Stockholder; or


(d) any agreement, contract or other arrangement
providing for any one or more of the actions specified in the foregoing clauses (a)
to (d);

provided, however, that no such aforementioned transaction shall be deemed to be a Business
Combination subject to this Article EIGHTH if the Announcement Date of such transaction occurs
more than eighteen months after the Determination Date with respect to such Interested
Stockholder.

2. The term Capital Stock shall mean all capital stock of the Corporation authorized
to be issued from time to time under Article FOURTH of this Certificate of Incorporation,
including, without limitation, the Common Stock, and the term Voting Stock shall mean
all Capital Stock which by its terms may be voted on all matters submitted to stockholders
of the Corporation generally.

3. The term person shall mean any individual, firm, company or other entity and
shall include any group comprised of any person and any other person with whom such
person or any Affiliate or Associate of such person has any agreement, arrangement or
understanding, directly or indirectly, for the purpose of acquiring, holding, voting or
disposing of Capital Stock.

4. The term Interested Stockholder shall mean any person (other than the
Corporation or any Subsidiary and other than any profit-sharing, employee stock ownership
or other employee benefit plan of the Corporation or any trustee of or fiduciary with respect
to any such plan when acting in such capacity) who (a) is, or has announced or publicly
disclosed a plan or intention to become, the beneficial owner of Voting Stock representing
twenty-five percent (25%) or more of the votes entitled to be cast by the holders of all then
outstanding shares of Voting Stock; or (b) is an Affiliate or Associate of the Corporation and
at any time within the two-year period immediately prior to the date in question was the
beneficial owner of Voting Stock representing twenty-five percent (25%) or more of the
votes entitled to be cast by the holders of all then outstanding shares of Voting Stock.

5. A person shall be a beneficial owner of any Capital Stock (a) which such person
or any of its Affiliates or Associates beneficially owns directly or indirectly; (b) which such
person or any of its Affiliates or Associates has, directly or indirectly, (i) the right to acquire
(whether such right is exercisable immediately or subject only to the passage of time),
pursuant to any agreement, arrangement or understanding or upon the exercise of
conversion rights, exchange rights, warrants or options, or otherwise, or (ii) the right to vote
pursuant to any agreement, arrangement or understanding; or (c) which is beneficially
owned, directly or indirectly, by any other person with which such person or any of its
Affiliates or Associates has any agreement, arrangement or understanding for the purpose of
acquiring, holding, voting or disposing of any shares of Capital Stock. For the purposes of
determining whether a person is an Interested Stockholder pursuant to Paragraph 4 of this
Section C, the number of shares of Capital Stock deemed to be outstanding shall include
shares deemed beneficially owned by such person through application of this Paragraph 5 of
Section C, but shall not include any other shares of Capital Stock that may be reserved for
issuance or issuable pursuant to any agreement, arrangement or understanding, or upon
exercise of conversion rights, warrants or options, or otherwise.


6. The terms Affiliate and Associate shall have the respective meanings ascribed
to such terms in Rule 12b-2 under the Act as in effect on the date that this Article EIGHTH
is approved and adopted by the Sole Incorporator (the term registrant in said Rule 12b-2
meaning in this case the Corporation); provided, however, that the terms Affiliate and
Associate shall not include any profit-sharing, employee stock ownership or other
employee benefit plan of the Corporation or any trustee of or fiduciary with respect to any
such plan when acting in such capacity.

7. The term Subsidiary means any company of which a majority of any class of
equity security is beneficially owned by the Corporation; provided, however, that for the
purposes of the definition of Interested Stockholder set forth in Paragraph 4 of this Section
C, the term Subsidiary shall mean only a company of which a majority of each class of
equity security is beneficially owned by the Corporation.

8. The term Major Subsidiary means a Subsidiary having assets of twenty-five
million dollars ($25,000,000) or more as reflected in the most recent fiscal year-end audited,
or if unavailable, unaudited, consolidated balance sheet, prepared in accordance with
applicable state insurance law with respect to Subsidiaries engaged in an insurance business,
and in accordance with generally accepted accounting principles with respect to Subsidiaries
engaged in a business other than an insurance business.

9. The term Continuing Director means any member of the Board of Directors of
the Corporation, while such person is a member of the Board of Directors, who is not an
Affiliate or Associate or representative of the Interested Stockholder and who was a member
of the Board of Directors prior to the time that the Interested Stockholder became an
Interested Stockholder, and any successor of a Continuing Director while such successor is a
member of the Board of Directors, who is not an Affiliate or Associate or representative of
the Interested Stockholder and who is recommended or elected to succeed the Continuing
Director by a majority of the Continuing Directors; provided, however, that the term
Continuing Director shall not include any officer of the Corporation or of any Affiliate or
Associate of the Corporation.



10. The term Fair Market Value means (a) in the case of cash, the amount of such
cash; (b) in the case of stock, the highest closing sale price during the 30-day period
immediately preceding the date in question of a share of such stock on the Composite Tape
for New York Stock Exchange-Listed Stocks, or, if such stock is not quoted on the
Composite Tape, on the New York Stock Exchange, or, if such stock is not listed on such
Exchange, on the principal United States securities exchange registered under the Act on
which such stock is listed, or, if such stock is not listed on any such exchange, the highest
closing bid quotation with respect to a share of such stock during the 30-day period
preceding the date in question on the National Association of Securities Dealers, Inc.
Automated Quotations System or any similar system then in use, or if no such quotations are
available, the fair market value on the date in question of a share of such stock as
determined by a majority of the Continuing Directors in good faith; and (c) in the case of
property other than cash or stock, the fair market value of such property on the date in
question as determined in good faith by a majority of the Continuing Directors.

11. The term Continuing Director Quorum means at least two (2) Continuing
Directors capable of exercising the power conferred upon them under the provisions of the
Certificate of Incorporation and By-Laws of the Corporation.

12. In the event of any Business Combination in which the Corporation survives, the
phrase consideration other than cash to be received as used in Paragraph 2 of Section B
of this Article EIGHTH shall include the shares of Common Stock and/or the shares of any
other class or series of Capital Stock retained by the holders of such shares.

D. A majority of the Continuing Directors at a meeting at which a Continuing Director
Quorum is present shall have the power and duty to determine the purposes of this Article EIGHTH,
on the basis of information known to them after reasonable inquiry, and to determine all questions
arising under this Article EIGHTH, including, without limitation, (a) whether a person is an
Interested Stockholder, (b) the number of shares of Capital Stock or other securities beneficially
owned by any person, (c) whether a person is an Affiliate or Associate of another, (d) whether the
assets that are the subject of any Business Combination have, or the consideration to be received for
the issuance or transfer of securities by the Corporation or any Subsidiary in any Business
Combination has, an aggregate Fair Market Value of twenty-five million dollars ($25,000,000) or
more as provided in Paragraph 1(b) of Section C of this Article EIGHTH and (e) whether a
Subsidiary is a Major Subsidiary. Any such determination made in good faith shall be binding and
conclusive on all parties. In the event a Continuing Director Quorum cannot be attained at such
meeting, all such determinations shall be made by the Delaware Court of Chancery.

E. Nothing contained in this Article EIGHTH shall be construed to relieve any
Interested Stockholder from any fiduciary obligation imposed by law.

F. The fact that any Business Combination complies with the provisions of Section B
of this Article EIGHTH shall not be construed to impose any fiduciary duty, obligation or
responsibility on the Board of Directors, or any member thereof, to approve such Business
Combination or recommend its adoption or approval to the stockholders of the Corporation, nor
shall such compliance limit, prohibit or otherwise restrict in any manner the Board of Directors, or
any member thereof, with respect to evaluations of or actions and responses taken with respect to
such Business Combination.

G. Notwithstanding any other provisions of this Certificate of Incorporation or the
By-Laws of the Corporation (and notwithstanding the fact that a lesser percentage or separate
class vote may be specified by law, this Certificate of Incorporation or the By-Laws of the
Corporation), the affirmative vote of the holders of not less than a majority of the voting power
of the outstanding shares entitled to vote thereon, voting together as a single class, shall be
required to amend, alter, change or repeal, or adopt any provision as part of this Certificate of
Incorporation inconsistent with the purpose and intent of this Article EIGHTH.

NINTH: In furtherance and not in limitation of the powers conferred upon it by the
laws of the State of Delaware, the Board of Directors shall have the power to adopt, amend, alter
or repeal the Corporation's By-Laws. The affirmative vote of at least sixty-six and two-thirds
percent (66 2/3%) of the entire Board of Directors shall be required to adopt, amend, alter or
repeal the Corporation's By-Laws. Notwithstanding any other provisions of this Certificate of
Incorporation or the By-Laws of the Corporation (and notwithstanding the fact that a lesser
percentage or separate class vote may be specified by law, this Certificate of Incorporation or the
By-Laws of the Corporation), the affirmative vote of the holders of not less than a majority of the
voting power of the outstanding shares entitled to vote thereon shall be required to adopt, amend,
alter or repeal, or adopt any provision as part of this Certificate of Incorporation inconsistent
with the purpose and intent of, this Article NINTH.

TENTH: No director of the Corporation shall be liable to the Corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i)
for any breach of the directors duty of loyalty to the Corporation or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing violation of law,
(iii) under Section 174 of the Delaware General Corporation Law, or (iv) for any transaction from
which the director derived an improper personal benefit.

ELEVENTH: Except as provided in Articles FOURTH, SEVENTH, EIGHTH and NINTH
of this Certificate of Incorporation, the Corporation reserves the right to amend and repeal any
provision contained in this Certificate of Incorporation in the manner prescribed by the laws of the
State of Delaware, and all rights of stockholders shall be subject to this reservation.

This Restated Certificate of Incorporation was duly adopted by the Board of Directors in
accordance with Section 245 of the General Corporation Law of the State of Delaware.

This Restated Certificate of Incorporation shall be effective upon filing.


IN WITNESS WHEREOF, the Corporation has caused this Restated Certificate of
Incorporation to be signed by its duly authorized officer, this 30
th
day of October, 2009.


CITIGROUP INC.

/s/ Michael S. Helfer
Name: Michael S. Helfer
Corporate Secretary